form8-k_020408.htm

EXHIBIT 99.1

News Release

Linda McNeill, Investor Relations

(713) 267-7622

BRISTOW GROUP REPORTS FISCAL 2009 THIRD QUARTER FINANCIAL RESULTS

HOUSTON, February 4, 2009 – Bristow Group Inc. (NYSE: BRS) today reported financial results for the three months ended December 31, 2008, which is the Company’s fiscal 2009 third quarter.

Highlights include:

For the December 2008 quarter:

Revenue increased 8% versus the December 2007 quarter to $283.0 million. Revenue gains occurred across most of our business units, but most significantly in our Europe, Latin America and West Africa business units. Revenue gains were driven in large part by increases in rates, the addition of new aircraft and the consolidation of Norsk Helikopters AS (“Norsk”), our Norwegian affiliate, effective October 31, 2008.

§	Operating income increased 101% to $73.7 million from $36.7 million in the December 2007 quarter.

§	Income from continuing operations increased 82% to $47.6 million from $26.2 million in the December 2007 quarter.

§	Diluted earnings per share from continuing operations increased to $1.34 from $0.86 in the December 2007 quarter.

§	The largest factors affecting operating results for the December 2008 quarter include the following items:

─

The gain on the sale of 53 small aircraft, related inventory, spare parts and offshore fuel equipment in the U.S. Gulf of Mexico (the “GOM Asset Sale”) on October 30, 2008, which increased operating income by $37.8 million, income from continuing operations by $24.4 million and diluted earnings per share by $0.69.

─	The strengthening U.S. Dollar and resulting changes in foreign currency exchange rates during the December 2008 quarter, which decreased operating income by $2.3 million, income from continuing operations by $2.5 million and diluted earnings per share by $0.07.

─

A decrease in our overall effective tax rate to 25.1% for the December 2008 quarter resulting from a $2.6 million benefit related to tax elections filed in the December 2008 quarter as part of an internal reorganization and the resolution of $1.4 million in uncertain tax positions, which increased income from continuing operations by $4.0 million and diluted earnings per share by $0.11. Excluding these benefits, as well as the impact of the taxes associated with the GOM Asset Sale, our overall effective tax rate for the December 2008 quarter was 25.5%.

Excluding the items discussed above, diluted earnings per share would have been $0.61 in the December 2008 quarter. Additionally, as a result of shares issued in our June 2008 equity offering and private placement, diluted earnings per share in the December 2008 quarter was further reduced by $0.21.

For the nine months ended December 31, 2008:

Revenue increased 14% versus the nine months ended December 31, 2007 to $858.8 million. Revenue gains occurred across all of our business units, but most significantly in our Europe, Southeast Asia, West Africa and U.S. Gulf of Mexico business units. Revenue gains were driven in large part by increases in rates, the addition of new aircraft and the consolidation of Norsk.

§	Operating income increased 26% to $145.7 million from $115.3 million for the nine months ended December 31, 2007.

§	Income from continuing operations increased 21% to $98.3 million from $81.5 million for the nine months ended December 31, 2007.

§	Diluted earnings per share from continuing operations increased to $2.87 from $2.68 for the nine months ended December 31, 2007.

§	The largest factors affecting operating results for the nine months ended December 31, 2008 were:

─	The gain on the GOM Asset Sale, which increased operating income by $37.8 million, income from continuing operations by $24.4 million and diluted earnings per share by $0.71.

─	The strengthening U.S. dollar and resulting changes in foreign currency exchange rates during the nine months ended December 31, 2008, which decreased operating income by $6.0 million, income from continuing operations by $2.5 million and diluted earnings per share by $0.07.

─	Hurricanes in the U.S. Gulf of Mexico during the nine months ended December 31, 2008, which resulted in a decrease in flight activity and an increase in costs, reducing operating income by $2.1 million, income from continuing operations by $1.8 million and diluted earnings per share by $0.05.

─

Expense recognized in the nine months ended December 31, 2008 for a bad debt provision of $1.3 million in Europe and revenue recognized in the nine months ended December 31, 2008 related to contractual rate escalations and retroactive rate adjustments applicable to services performed in prior periods in Europe of $3.4 million and Russia, a part of our Other International business unit, of $1.2 million. Combined, these items increased operating income by $3.3 million, income from continuing operations by $2.3 million and diluted earnings per share by $0.07.

─	Decreases in operating results in Australia, part of our Southeast Asia business unit, which resulted in a reduction in operating income by $10.4 million, income from continuing operations by $7.4 million and diluted earnings per share by $0.22.

─

The restructuring of our ownership interests in affiliates in Mexico, part of our Latin America business unit, which resulted in several changes effective April 1, 2008, which increased operating income by $0.8 million, income from continuing operations by $3.7 million and diluted earnings per share by $0.11.

─

A decrease in our overall effective tax rate to 26.9% for the nine months ended December 31, 2008 resulting from a $2.6 million benefit related to tax elections filed in the December 2008 quarter as part of an internal reorganization and the resolution of $2.1 million in uncertain tax positions, which increased income from continuing operations by $4.7 million and diluted earnings per share by $0.14. Excluding these benefits, as well as the impact of the taxes associated with the GOM Asset Sale, our overall effective tax rate for the nine months ended December 31, 2008 was 28.5%.

Excluding the items discussed above, diluted earnings per share would have been $2.17 in the nine months ended December 31, 2008. Additionally, as a result of shares issued in our June 2008 equity offering and private placement, diluted earnings per share in the nine months ended December 31, 2008 was further reduced by $0.35.

§	Financial results for the nine months ended December 31, 2007 included:

─	A reversal of accrued costs of $1.0 million associated with the settlement of the U.S. Securities and Exchange Commission investigation.

─	The reversal of $5.4 million in sales tax contingency in Nigeria.

─	$2.0 million of contractual rate escalations on services performed in prior periods under contracts with our customers in Europe.

─	A $1.8 million impairment charge related to inventory in EH Centralized Operations.

─	These items collectively increased operating income by $6.6 million, income from continuing operations by $4.4 million and diluted earnings per share by $0.14 during the nine months ended December 31, 2007.

Capital and Liquidity

§	At December 31, 2008 we continued to have a strong balance sheet, which allows us the financial flexibility to take advantage of growth opportunities:

-	$1.2 billion in stockholders’ investment and $747.3 million of indebtedness

-	$364.7 million in cash and $100 million undrawn revolving credit facility

-	Aircraft purchase commitments totaled $298.4 million for 31 aircraft, with options totaling $803.1 million for 47 aircraft

§	During the nine months ended December 31, 2008, we generated strong cash flows, including:

-	$104 million of cash from operating activities

-	$87 million of proceeds from sales of assets, including the GOM Asset Sale

-	$336 million in net proceeds from the sale of convertible senior notes and common stock

-	We used $388 million for capital expenditures – primarily for aircraft – and $16 million for acquisitions

CEO Remarks

“During our third fiscal quarter we continued to experience good growth in activity and revenue, particularly in Mexico, Brazil, Nigeria and the North Sea. This was driven by improved pricing and the continued upgrade of our fleet to larger, more efficient and more profitable aircraft,” said William E. Chiles, President and Chief Executive Officer of Bristow Group Inc.

“Looking ahead, we know that Bristow will not be completely immune to the impact of declining commodity prices on E&P spending, but we do not expect to be as affected as other oil service companies. Although some of the demand for our services has softened and may continue to do so, our production focus, global critical mass of the largest fleet of helicopters and geographic and customer diversity should help us weather the cycle. We also continue to apply pricing and investment discipline.

“Our $465 million of cash and unused credit lines provides financial strength as we weather this uncertain operating environment and the flexibility to take advantage of good opportunities for long-term growth. We expect to continue to upgrade our fleet at a pace that should enable us to continue growing revenues and margins but at the same time recognizes the more challenging market environment we currently face,” Chiles said.

CONFERENCE CALL

Management will conduct a conference call starting at 10:00 a.m. EST (9:00 a.m. CST) on Wednesday, February 4, 2009, to review financial results for the fiscal 2009 third quarter ended December 31, 2008. The conference call can be accessed as follows:

Via Webcast:

§	Visit Bristow Group’s investor relations Web page at http://www.bristowgroup.com

§	Live: Click on the link for “Q3 2009 Bristow Group Inc. Earnings Conference Call”

§	Replay: A replay via webcast will be available approximately one hour after the call’s completion

Via Telephone within the U.S.:

§	Live: Dial toll free (800) 240-2430

§	Replay: A telephone replay will be available through Wednesday, February 18, by dialing toll free (800) 405-2236, passcode: 11124864#

Via Telephone outside the U.S.:

§	Live: Dial (303) 262-2137

§	Replay: A telephone replay will be available through Wednesday, February 18, by dialing (303) 590-3000, passcode: 11124864#

ABOUT BRISTOW GROUP INC.

Bristow Group Inc. is a leading provider of helicopter services to the worldwide offshore energy industry. Through its subsidiaries, affiliates and joint ventures, the Company has major transportation operations in most of the major offshore oil and gas producing regions of the world, including in the North Sea, the U.S. Gulf of Mexico, Nigeria and Australia. For more information, visit the Company’s website at www.bristowgroup.com.

FORWARD-LOOKING STATEMENTS DISCLOSURE

Statements contained in this news release that state the Company’s or management’s intentions, hopes, beliefs, expectations or predictions of the future are forward-looking statements. These forward-looking statements include statements regarding the impact of declining commodity prices, fleet upgrades, revenue and margin growth, customer demand, future operations, future liquidity and growth plans and opportunities. It is important to note that the Company’s actual results could differ materially from those projected in such forward-looking statements. Additional information concerning factors that could cause actual results to differ materially from those in the forward-looking statements is contained from time to time in the Company’s SEC filings, including but not limited to the Company’s quarterly report on Form 10-Q for the quarter ended December 31, 2008 and the annual report on Form 10-K for the fiscal year ended March 31, 2008. Bristow Group Inc. disclaims any intention or obligation to revise any forward-looking statements, including financial estimates, whether as a result of new information, future events or otherwise.

(financial tables follow)

BRISTOW GROUP INC. AND SUBSIDIARIES

CONSOLIDATED STATEMENTS OF INCOME

(In thousands, except per share amounts)

(Unaudited)

		Three Months Ended December 31,						Nine Months Ended December 31,
			2007			2008			2007			2008
Gross revenue:
	Operating revenue from non-affiliates	$	222,831		$	236,491		$	642,598		$	726,151
	Operating revenue from affiliates		13,633			16,792			38,588			52,492
	Reimbursable revenue from non-affiliates		23,439			28,617			66,075			76,196
	Reimbursable revenue from affiliates		1,617			1,087			5,218			3,959
			261,520			282,987			752,479			858,798
Operating expense:
	Direct cost		169,704			176,038			475,416			551,404
	Reimbursable expense		24,344			28,689			68,587			79,437
	Depreciation and amortization		12,445			16,663			36,127			47,103
	General and administrative		22,373			25,586			61,018			78,776
	Gain on GOM Asset Sale		—			(37,780	)		—			(37,780	)
	(Gain) loss on disposal of other assets		(4,094	)		102			(3,921	)		(5,865	)
			224,772			209,298			637,227			713,075
	Operating income		36,748			73,689			115,252			145,723

Earnings from unconsolidated affiliates, net of losses			3,725			(1,417	)		11,233			8,277
Interest income			3,697			1,087			9,781			5,739
Interest expense			(6,684	)		(7,603	)		(16,135	)		(24,500	)
Other income (expense), net			989			(1,522	)		1,775			2,240
	Income from continuing operations before provision for income taxes and minority interest		38,475			64,234			121,906			137,479
Provision for income taxes			(12,302	)		(16,106	)		(40,035	)		(37,020	)
Minority interest			61			(535	)		(392	)		(2,190	)
	Income from continuing operations		26,234			47,593			81,479			98,269
Discontinued operations:
	Income (loss) from discontinued operations before provision for income taxes		(1,429	)		—			690			(379	)
	(Provision) benefit for income taxes on discontinued Operations		(4,657	)		—			(5,399	)		133
	Loss from discontinued operations		(6,086	)		—			(4,709	)		(246	)
	Net income		20,148			47,593			76,770			98,023
	Preferred stock dividends		(3,162	)		(3,162	)		(9,487	)		(9,487	)
	Net income available to common stockholders	$	16,986		$	44,431		$	67,283		$	88,536

Basic earnings per common share:
	Earnings from continuing operations	$	0.97		$	1.53		$	3.03		$	3.21
	Loss from discontinued operations		(0.26	)		—			(0.19	)		(0.01	)
	Net earnings	$	0.71		$	1.53		$	2.84		$	3.20

Diluted earnings per common share:
	Earnings from continuing operations	$	0.86		$	1.34		$	2.68		$	2.87
	Loss from discontinued operations		(0.20	)		—			(0.16	)		(0.01	)
	Net earnings	$	0.66		$	1.34		$	2.52		$	2.86

Weighted average number of common shares
	outstanding:
	Basic		23,812			29,101			23,728			27,635
	Diluted		30,527			35,628			30,450			34,185

BRISTOW GROUP INC. AND SUBSIDIARIES

CONSOLIDATED BALANCE SHEETS

(In thousands)

			March 31,			December 31,
			2008			2008
						(Unaudited)
ASSETS
Current assets:
	Cash and cash equivalents		$	290,050		$	364,653
	Accounts receivable from non-affiliates			204,599			182,061
	Accounts receivable from affiliates			11,316			29,151
	Inventories			176,239			158,340
	Prepaid expenses and other			24,177			18,813
		Total current assets		706,381			753,018
Investment in unconsolidated affiliates				52,467			18,927
Property and equipment – at cost:
	Land and buildings			60,056			60,539
	Aircraft and equipment			1,428,996			1,744,990
				1,489,052			1,805,529
	Less – Accumulated depreciation and amortization			(316,514	)		(300,413	)
				1,172,538			1,505,116
Goodwill				15,676			37,138
Other assets				30,293			29,452
			$	1,977,355		$	2,343,651

LIABILITIES AND STOCKHOLDERS’ INVESTMENT
Current liabilities:
	Accounts payable		$	49,650		$	52,352
	Accrued wages, benefits and related taxes			35,523			39,357
	Income taxes payable			5,862			13,740
	Other accrued taxes			1,589			2,194
	Deferred revenues			15,415			17,736
	Accrued maintenance and repairs			13,250			14,613
	Accrued interest			5,656			8,614
	Other accrued liabilities			22,235			19,945
	Deferred taxes			9,238			7,236
	Short-term borrowings and current maturities of long-term debt			6,541			6,014
		Total current liabilities		164,959			181,801
Long-term debt, less current maturities				599,677			741,301
Accrued pension liabilities				134,156			94,421
Other liabilities and deferred credits				14,805			14,830
Deferred taxes				91,747			106,208
Minority interest				4,570			11,098
Commitments and contingencies
Stockholders’ investment:
	5.50% mandatory convertible preferred stock			222,554			222,554
	Common stock			239			291
	Additional paid-in capital			186,390			418,852
	Retained earnings			606,931			696,722
	Accumulated other comprehensive loss			(48,673	)		(144,427	)
				967,441			1,193,992
			$	1,977,355		$	2,343,651

BRISTOW GROUP INC. AND SUBSIDIARIES

SELECTED OPERATING DATA

(In thousands, except flight hours and percentages)

(Unaudited)

	Three Months Ended				Nine Months Ended
	December 31,				December 31,
	2007		2008		2007		2008
Flight hours (excludes Bristow Academy and unconsolidated affiliates):
U.S. Gulf of Mexico		33,431		25,553		107,920		98,083
Arctic		1,227		1,279		6,632		7,411
Latin America		10,417		15,228		32,594		36,758
Europe		11,625		13,241		33,940		33,812
West Africa		9,824		9,884		28,609		29,129
Southeast Asia		4,590		4,500		11,578		14,223
Other International		2,120		1,942		6,844		5,818
Consolidated total		73,234		71,627		228,117		225,234

Gross revenue:
U.S. Gulf of Mexico	$	53,259		$	53,695		$	164,635		$	177,695
Arctic		2,570			3,005			12,217			14,088
Latin America		16,476			20,707			49,463			59,964
WH Centralized Operations		1,438			3,134			3,413			8,303
Europe		95,100			102,477			271,916			296,210
West Africa		46,287			50,478			125,369			140,788
Southeast Asia		29,918			28,882			76,268			99,143
Other International		11,874			13,223			35,375			40,459
EH Centralized Operations		5,239			7,625			17,375			24,590
Bristow Academy		3,969			5,563			10,216			17,286
Intrasegment eliminations		(4,647	)		(5,802	)		(13,805	)		(19,756	)
Corporate		37			—			37			28
Consolidated total	$	261,520		$	282,987		$	752,479		$	858,798

Operating income:
U.S. Gulf of Mexico	$	8,122		$	8,721		$	26,901		$	24,973
Arctic		(72	)		184			2,043			2,603
Latin America		3,828			6,141			11,413			17,169
WH Centralized Operations		(871	)		(2,509	)		491			(2,281	)
Europe		20,695			16,340			57,165			55,785
West Africa		7,019			13,167			25,308			27,707
Southeast Asia		6,476			5,094			15,710			10,344
Other International		712			3,135			4,758			5,910
EH Centralized Operations		(6,404	)		(6,461	)		(13,930	)		(18,849	)
Bristow Academy		(130	)		(168	)		(612	)		219
Gain on GOM Asset Sale		—			37,780			—			37,780
Gain (loss) on disposal of other assets		4,094			(102	)		3,921			5,865
Corporate		(6,721	)		(7,633	)		(17,916	)		(21,502	)
Consolidated total	$	36,748		$	73,689		$	115,252		$	145,723

Operating margin:
U.S. Gulf of Mexico	15.3	%	16.2	%	16.3	%	14.1	%
Arctic	(2.8	)%	6.1	%	16.7	%	18.5	%
Latin America	23.2	%	29.7	%	23.1	%	28.6	%
Europe	21.8	%	15.9	%	21.0	%	18.8	%
West Africa	15.2	%	26.1	%	20.2	%	19.7	%
Southeast Asia	21.6	%	17.6	%	20.6	%	10.4	%
Other International	6.0	%	23.7	%	13.5	%	14.6	%
Bristow Academy	(3.3	)%	(3.0	)%	(6.0	)%	1.3	%
Consolidated total	14.1	%	26.0	%	15.3	%	17.0	%

# # #


Exhibit Number		Description of Exhibit
	99.1	Press Release summarizing financial results dated February 4, 2009


	BRISTOW GROUP INC.
Date: February 4, 2009	By:	/s/ Randall A. Stafford
		Randall A. Stafford
		Vice President and General Counsel, Corporate Secretary


Delaware (State or other jurisdiction of incorporation)		001-31617 (Commission File Number)		72-0679819 (IRS Employer Identification No.)


2000 W. Sam Houston Pkwy S., Suite 1700 Houston, Texas (Address of principal executive offices)		77042 (Zip Code)


o		Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)


o		Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)


o		Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))